London--(Marketwire - May 29, 2007) -
Press Release
ICI TO DELIST FROM NYSE AND TO DEREGISTER FROM THE US SEC
Imperial Chemical Industries PLC Announces Intent to Delist from New York
Stock Exchange and to Deregister and Terminate its U.S. Reporting
Obligations Under the Securities Exchange Act of 1934. ADR Programme
Trading to Transfer to International OTCQX Market Tier.
Imperial Chemical Industries PLC (LSE: ICI, NYSE: ICI) (the 'Company')
announced today that it intends to delist its American Depositary Shares
(ADSs) from the New York Stock Exchange (NYSE) and to deregister the
Company and terminate its reporting obligations under the Securities
Exchange Act of 1934 (Exchange Act) with respect to both its equity
securities and the debt securities issued by ICI Wilmington Inc. and
guaranteed by the Company.
The Company has provided written notice today to the NYSE of its intent to
delist. The Company intends to file a Form 25 with the Securities and
Exchange Commission (SEC) and the NYSE on or about 8 June, 2007, to
effect the delisting. The delisting is expected to be effective 10 days
after this filing.
The Company intends to file a Form 15F with the SEC to deregister and
terminate its reporting obligations under the Exchange Act before the
end of June 2007. The deregistration will be effective 90 days after the
filing, unless the Form 15F is earlier withdrawn by the Company or
denied by the SEC.
The Company reserves the right to delay or withdraw the filings of the
Forms 15F and 25 for any reason prior to their effectiveness.
The Company intends to maintain its American Depositary Receipt facility
with Citibank as a Level 1 programme. As such, the Company's ADSs will
be traded on the US over-the-counter market tier known as International
OTCQX. Accordingly, the Company has not arranged for the listing of its
ADSs or ordinary shares on another national securities exchange or for
the quotation of its ADSs or ordinary shares in a quotation system in the
United States. The Company's ordinary shares will continue to trade on
the London Stock Exchange.
ICI Chief Financial Officer Alan J Brown commented: "ICI will continue to
comply with the Combined Code on Corporate Governance and the UKLA
Listing Rules and maintain quarterly reporting. However, it no longer
makes sense from a cost and administrative perspective to submit to the
reporting obligations under the Exchange Act. This decision is
consistent with our strategy of improving our long-term cost
effectiveness as it reduces complexity without in any way detracting
from the integrity of our governance and control processes."
The Company expects to continue publishing its Annual Report and Accounts
and other documents and communications in accordance with Exchange Act
Rule 12g3-2 (b) on its website
www.ici.com.
The decision is expected to generate cost savings of at least £4m ($8m)
per annum based on the costs incurred using external suppliers and
auditors to provide ongoing support to the Company's Sarbanes-Oxley
compliance.
- ends -
29 May 2007
Contact information:
ICI:
John Dawson, VP for Investor Relations and Corporate Communications
Tel: +44 (0) 20 7009 5315
Regina S. Kilfoyle, Director of Corporate Communications
Tel: +44 (0) 20 7009 5410
Brunswick:
Kevin Byram/Conor McClafferty
Tel: +44 (0) 20 7404 5959
Notes to editors:
ICI first listed on the New York Stock Exchange in 1983. By 2003 the
Group had listings in seven countries. Changes in the ability of
overseas investors to trade directly in the principal home market of
companies have made secondary listings less attractive and ICI has
progressively delisted from many of the overseas exchanges. After
delisting in the US, ICI will have a single listing on the London Stock
Exchange. ICI will retain its US ADS programme and will be listed on
OTCQX.
In April, the United States Securities and Exchange Commission (SEC)
published new rules enabling foreign issuers having low average trading
volumes in the United States to deregister. The Imperial Chemical
Industries PLC ADS programme is relatively small, accounting for less
than five per cent of the issued share capital, and the average trading
volume is well below the five percent test laid down by SEC in the new
rules.
This document contains statements concerning the Group's business,
financial condition, results of operations and certain of the Group's
plans, assumptions, or expectations with respect to these items. These
statements are intended as forward-looking statements within the meaning
of the US Private Securities Litigation Reform Act of 1995. These
statements include, without limitation, those concerning: the Group's
strategy and its ability to achieve it, the benefits of the Group's
restructuring programmes, the Group's disposals plans, the implementation
of new systems, the Group's possible or assumed future results of
operations, trends in raw material costs, the Group's views on
improvements in markets and trading conditions and those preceded by,
followed by, or that include the words ''believe'', ''expect'',
''intend'', ''plan'', ''anticipate'' or similar expressions.
Actual results may differ from those expressed in such statements,
depending on a variety of factors including, among other things, the
impact of competitive products and pricing, adverse macro economic
factors, changes in the price of raw materials, the occurrence of major
operational problems, the loss of major customers, limitations imposed by
the Company's indebtedness and leverage, a credit rating downgrade by the
rating agencies, contingent liabilities, including those arising in
connection with recently disposed businesses, risks associated with the
Company's international operations, risks of litigation, and other
factors described in the Company's filings with the Securities and
Exchange Commission.
You should read the Company's Annual Report and Accounts and Form 20-F,
which is available without charge at the internet site of the Securities
and Exchange Commission (
http://www.sec.gov), for more information
regarding factors that could cause actual results and developments to
differ from those expressed or implied by the forward-looking statements
in this document.
You should also read the Company's related quarterly results press
release that is included in these presentation materials and is also
located at the Internet site of the Securities and Exchange Commission.
About ICI
ICI is one of the world's major coatings, adhesives, starch and synthetic
polymers businesses. The Group's principal businesses are National Starch
and ICI Paints.
ICI products today include adhesives for a wide range of applications,
starches for the food industry, specialty polymers for personal care
products, adhesives for the electronics and packaging markets as well as
a wide range of decorative coatings and specialty products for domestic
use and the construction industry. More than a quarter of ICI's sales are
made in Asia Pacific, with 29% in Europe and over 40% in the Americas.
Listed on both the London and New York Stock Exchanges, ICI is a member
of the FTSE100, FTSE4Good and the Dow Jones Sustainability Index. ICI has
approximately 26,000 employees worldwide and 2006 sales for its
continuing operations of £4.8 billion.
This information is provided by RNS
The company news service from the London Stock Exchange